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MarketScreener Homepage  >  Equities  >  Nasdaq  >  OpGen, Inc.    OPGN

OPGEN, INC.

(OPGN)
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OPGEN INC : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders (form 8-K)

10/02/2020 | 05:22pm EST

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2020, OpGen, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders of the Company voted to approve, among other things, a plan under which stock options to purchase an aggregate of 1.3 million shares of the Company's common stock would be made by the Board of Directors of the Company outside of the stockholder-approved equity incentive plan to its executive officers and non-employee directors (the "2020 Stock Options Plan"). The 2020 Stock Options Plan and the grant made thereunder were approved by the Board of Directors on August 6, 2020, subject to receipt of stockholder approval at the Annual Meeting. Following receipt of stockholder approval at the Annual Meeting, on September 30, 2020, the Company granted the following stock options to the Company's executive officers and non-employee directors:

                                             Number of Stock Options Granted
             Board of Directors
     William E. Rhodes, III, Board Chair                 50,000
     Mario Crovetto                                      50,000
     R. Donald Elsey                                     50,000
     Prabhavathi Fernandes, Ph.D.                        50,000
     Evan Jones                                          50,000
             Executive Officers
     Oliver Schacht, Ph.D.                               630,000
     Johannes Bacher                                     210,000
     Timothy C. Dec                                      210,000



The stock option awards to acquire, in aggregate, 1.3 million shares of the Company's common stock represents approximately 6.59% of outstanding shares of the Company's common stock as of the record date of the Annual Meeting. The material terms of the 2020 Stock Options Plan are below:

· Exercise Price. Each stock option grant has an exercise price of $2.12 per

share, which is the fair market value of the common stock on September 30,

2020, the date of grant.

· Administration. The Compensation Committee of the Company will administer the

   2020 Stock Options Plan, including, whether, for U.S. taxpayer employees, an
   option is to be classified as an incentive stock option or non-qualified stock
   option.














· Authorized Shares. The aggregate number of shares of the Company's common stock

   authorized for issuance is 1,300,000 shares of common stock. Shares subject to
   awards granted under the 2020 Stock Options Plan that are forfeited or
   terminated before being exercised will not be available for re-issuance under
   the 2020 Stock Options Plan. No more than 500,000 shares may be delivered upon
   the exercise of incentive stock options granted under the 2020 Stock Options
   Plan.

· Stock Options. A stock option is the right to purchase a certain number of

   shares of stock, at a certain exercise price, in the future. Under the 2020
   Stock Options Plan, incentive stock options and non-qualified options must be
   granted with an exercise price of at least 100% of the fair market value of the
   Company's common stock on the date of grant. Incentive stock options granted to
   any holder of more than 10% of our voting shares must have an exercise price of
   at least 110% of the fair market value of the Company's common stock on the
   date of grant. The stock option agreement specifies the date when all or any
   installment of the option is to become exercisable. For non-employee directors
   payment of the exercise price must be made in cash. For executive officers,
   payment of the exercise price may be made in cash or, if provided for in the
   stock option agreement evidencing the award, (1) by surrendering, or attesting
   to the ownership of, shares which have already been owned by the optionee, (2)
   by delivery of an irrevocable direction to a securities broker to sell shares
   and to deliver all or part of the sale proceeds to us in payment of the
   aggregate exercise price, (3) by a "net exercise" arrangement, or (4) by any
   other form that is consistent with applicable laws, regulations and rules.

· No Transfer. No award granted under the 2020 Stock Options Plan may be

   transferred in any manner, other than by will or the laws of descent and
   distribution, provided, however, that an incentive stock option may be
   transferred or assigned only to the extent consistent with Section 422 of the
   Code.

· Adjustments. In the event of a recapitalization, stock split or similar capital

   transaction, the Compensation Committee of the Company will make appropriate
   and equitable adjustments to the number of shares reserved for issuance under
   the 2020 Stock Options Plan, the number of shares that can be issued as
   incentive stock options, the number of shares subject to outstanding awards and
   the exercise price under each outstanding stock option.

· Change in Control. If the Company is involved in a merger or other

   reorganization, outstanding awards will be subject to the agreement of merger
   or reorganization. Such agreement will provide for (1) the continuation of the
   outstanding awards by us if we are the surviving corporation, (2) the
   assumption or substitution of the outstanding awards by the surviving
   corporation or its parent or subsidiary, (3) immediate vesting, exercisability
   and settlement of the outstanding awards followed by their cancellation, or (4)
   settlement of the intrinsic value of the outstanding awards (whether or not
   vested or exercisable) in cash, cash equivalents, or equity (including cash or
   equity subject to deferred vesting and delivery consistent with the vesting
   restrictions applicable to such award or the underlying shares) followed by
   cancellation of such awards.

· Termination or Amendment. The 2020 Stock Options Plan can be terminated by the

   Board of Directors or Compensation Committee of the Company at any time, and,
   subject to stockholder approval where required by applicable law, can be
   amended. Any amendment or termination may not materially impair the rights of
   holders of outstanding awards without their consent.














· Effective Date. The 2020 Stock Options Plan became effective on September 30,

   2020 upon approval by the stockholders at the Annual Meeting. The 2020 Stock
   Options Plan will terminate upon the expiration or termination of the last
   outstanding award.

· Awards to Non-Employee Directors. The stock options granted to the members of

   the Company's Board of Directors will have a one-year vesting schedule, vesting
   quarterly in equal installments on the first day of each three month period as
   long as the director is providing services to the Company on each such vesting
   date. The term of such stock options are ten (10) years after the date of
   grant; provided, however, that any unvested stock options will expire if the
   director ceases providing services to the Company, and a departing director
   will have ninety (90) days to exercise vested stock options after the director
   ceases providing services to the Company.

· Awards to Executive Officers. The stock options granted to the Company's

   executive officers have a four year vesting schedule, vesting 25% on the first
   anniversary of the date of grant and the remaining options vesting 6.25% on the
   quarterly anniversary of the first vesting date for a period of three years, as
   long as the executive officer continues providing services to the Company on
   each such vesting date. The term of such stock options are ten (10) years after
   the date of grant; provided, however, that any unvested stock options will
   expire if the executive officer ceases providing services to the Company, and a
   departing officer will have ninety (90) days to exercise vested stock options
   after the executive officer ceases providing services to the Company.

Item 5.07 - Submission of Matters to a Vote of Security Holders.

On September 30, 2020, the Company held its Annual Meeting. At the Annual Meeting, the total number of shares represented in person or by proxy was 9,938,314 of the 19,714,348 shares of common stock outstanding and entitled to vote at the Annual Meeting as of the record date, August 17, 2020. The following matters were voted upon at the Annual Meeting:


1.   Election of Directors. The election of the following named persons to serve
as directors of the Company until the 2021 Annual Meeting of Stockholders or
until their successors are elected and qualified. The votes cast were as
follows:

                       Nominee               For      Vote    Broker
                                                    Withheld Non-Vote

             William E. Rhodes, III       1,621,587 205,512  8,111,215
             Mario Crovetto               1,623,391 203,708  8,111,215
             R. Donald Elsey              1,619,610 207,489  8,111,215
             Prabhavathi Fernandes, Ph.D. 1,607,038 220,061  8,111,215
             Evan Jones                   1,583,939 243,160  8,111,215
             Oliver Schacht, Ph.D.        1,637,994 189,105  8,111,215












2. The approval of the 2020 Stock Options Plan and the grant thereunder of stock options to purchase an aggregate of 1.3 million shares of the Company's common stock, which the Company desires to make outside of its existing stockholder-approved equity incentive plan to its executive officers and non-employee members of the Board of Directors. The votes cast were as follows:

                      1,130,881 votes FOR the proposal
                      470,662 votes   AGAINST the proposal
                      225,555 votes   ABSTAIN



For proposal two, there were 8,111,216 broker non-votes.

3. The ratification of the appointment of CohnReznick, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes cast were as follows:

                      9,295,877 votes FOR the proposal
                      226,044 votes   AGAINST the proposal
                      416,392 votes   ABSTAIN



For proposal three, there was 1 broker non-vote.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 4,12 M - -
Net income 2020 -26,4 M - -
Net Debt 2020 14,6 M - -
P/E ratio 2020 -1,16x
Yield 2020 -
Capitalization 44,3 M 44,3 M -
EV / Sales 2020 14,3x
EV / Sales 2021 7,36x
Nbr of Employees 39
Free-Float 99,9%
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Mean consensus HOLD
Number of Analysts 3
Average target price 5,33 $
Last Close Price 1,97 $
Spread / Highest target 187%
Spread / Average Target 170%
Spread / Lowest Target 154%
EPS Revisions
Managers
NameTitle
Oliver Schacht Chief Executive Officer & Director
Bill E. Rhodes Non-Executive Chairman
Johannes Bacher Chief Operating Officer
Timothy C. Dec CFO, Secretary & Chief Accounting Officer
Vadim Sapiro Chief Information Officer
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